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is based upon the acts of the Developer or others acting on <br /> its behalf or under its direction or control. <br /> (b) Except for any willful misrepresentation or any <br /> willful or wanton misconduct of the Indemnified Parties, the <br /> Developer agrees to protect and defend the Indemnified <br /> Parties, now and forever, and further agrees to hold the <br /> aforesaid harmless from any claim, demand, suit, action or <br /> other proceeding whatsoever by any person or entity whatsoever <br /> arising or purportedly arising from this Agreement, or the <br /> transactions contemplated hereby or the acquisition, <br /> construction, installation, ownership, and operation of the <br /> Improvements, provided (1) that this indemnification shall not <br /> apply to the warranties made or obligations undertaken by the <br /> Authority in this Agreement and (2) that the claim or matter <br /> against which such indemnification is Bought is based upon the <br /> acts of the Developer or others acting on its behalf or under <br /> its direction or control. <br /> (c) All covenants, stipulations, promises, agreements <br /> and obligations of the Authority contained herein shall be <br /> deemed to be the covenants, stipulations, promises, agreements <br /> and obligations of the Authority and not of any governing body <br /> member, officer, agent, servant or employee of the Authority. <br /> (d) This Agreement shall not create and shall not be <br /> construed to create any partnership, joint venture, agency or <br /> employment relationship between the Parties. <br /> (e) Notj tandingr the foregoixu7 to the contrary, after <br /> the , execution of the Certificate of C• , •let'on if the <br /> Developer transfers the Development Property- to a third paritx <br /> and_said third party accepts the obligations of_the Developer, <br /> hereunder, and if the conditions stated in Section 41,. b) are <br /> satisfied, the Developer shall, in . 1 agreement with the <br /> Authority vidinq the sam@�be released from all obligations <br /> and liabilities under this Section _4` except fob a�7� <br /> liabilities which may arise with respect to actions taken or <br /> circuatgtances existing prior, to the effective date of said <br /> release. <br /> 334455_RED <br /> Y5 to v4 9/10/3B 4-3 <br /> 61 4 71!78) tgg2 Ml/1q :pfl 'LS/6C :fl R6 .l l '60 (1N,J) VONoW S0D1NN WON4 <br />